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EXHIBIT 10
September 5, 1997
▇▇▇▇▇▇-Field Health Products, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated
of even date herewith (the "Merger Agreement"), by and among ▇▇▇▇▇▇-Field Health
Products, Inc. ("Buyer"), GFHP Acquisition Corp. ("Sub") and ▇▇▇▇▇ Enterprises,
Inc. ("Target"). In the event that the transactions contemplated under the
Merger Agreement shall have been consummated and the Effective Time shall have
occurred, the following is our understanding of the relative rights and
obligations with respect to the use of the ▇▇▇▇▇ Marks, as defined below. Unless
otherwise defined herein, capitalized terms used herein shall have the meaning
set forth in the Merger Agreement.
1. From the Effective Time until the second anniversary of the
Effective Time, ▇▇. ▇. ▇. ▇▇▇▇▇ and Mr. J. ▇▇▇ ▇▇▇▇▇ will, and will cause their
affiliates to, refrain from using any designation, business name, tradename,
trademark, servicemark or logo (the "Marks") which contain the word "▇▇▇▇▇" in
connection with the manufacture, distribution or sale of medical products in the
medical, surgical and healthcare industries throughout the world.
2. From the Effective Time until the first anniversary of the Effective
Time, ▇▇. ▇. ▇. ▇▇▇▇▇ and Mr. J. ▇▇▇ ▇▇▇▇▇ will, and will cause their affiliates
to, refrain from using any Marks which contain the word "▇▇▇▇▇" in connection
with the manufacture and sale of leather and tanned goods in the United States.
3. Immediately following the Effective Time, Buyer, Sub, Target and
their affiliates (collectively, "GFI") will refrain from using any Marks which
contain the word "▇▇▇▇▇."
4. Messrs. ▇▇▇▇▇ shall retain all intellectual property rights to the
▇▇▇▇▇ Marks during the term of this Agreement.
5. GFI shall promptly notify Messrs. ▇▇▇▇▇ of any infringements or
potential infringements, imitations by others, or any other violation of,
challenge to, or claim to the ▇▇▇▇▇ Marks by any person ("Infringements") of
which it has actual knowledge. Messrs. ▇▇▇▇▇ shall have the sole right to
determine what action, if any, shall be taken on account of such Infringements.
Messrs. ▇▇▇▇▇ may commence or prosecute any
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claims or suits in their own name, whether collectively or individually, or in
any other manner they choose. GFI shall not share in any proceeds received by
Messrs. ▇▇▇▇▇ (by settlement or otherwise) in connection with any formal or
informal action brought by Messrs. ▇▇▇▇▇ hereunder. GFI will provide reasonable
cooperation with respect to the prosecution of any such claim.
6. This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Georgia, and the parties hereto agree
to submit to the jurisdiction of the courts of the State of Georgia, County of
▇▇▇▇▇▇, in connection with any dispute arising out of this Agreement.
7. This Agreement is the entire contract between the parties with
respect to the subject matter hereof.
[SIGNATURE PAGE FOLLOWS]
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Very truly yours,
By: s/s ▇. ▇. ▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇
By: s/s J. ▇▇▇ ▇▇▇▇▇
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J. ▇▇▇ ▇▇▇▇▇
Receipt Acknowledged and Terms
Herein Accepted
▇▇▇▇▇▇-FIELD HEALTH PRODUCTS, INC.
By: s/s ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Chairman of the Board & CEO
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GFHP ACQUISITION CORP.
By: s/s ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Chairman of the Board and
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Chief Executive Officer
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▇▇▇▇▇ ENTERPRISES, INC.
By: s/s J. ▇▇▇ ▇▇▇▇▇
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Name: J. ▇▇▇ ▇▇▇▇▇
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Title: Chairman of the Board
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